Deals – November 18, 2015

Allens has advised IDP Education Ltd in respect of its A$331.6 million (US$235m) IPO which was launched on 12 November 2015. Headquartered in Melbourne, IDP Education is a global leader in international student recruitment, a co-owner of leading English language proficiency test IELTS and an operator of English language schools in South East Asia. It is currently owned 50 percent by 38 Australian universities through Education Australia Ltd and 50 percent by SEEK Ltd through its wholly-owned subsidiary SEEK Investments Pty Ltd. On completion of the IPO, Education Australia will hold 50 percent of the shares on issue whilst SEEK Investments will not hold any shares. The IPO is expected to raise total proceeds of A$331.6 million (US$235m) based on an offer price of A$2.65 (US$1.88) per share, which equates to an enterprise value of A$658.1 million (US$466.6m) and a market capitalisation on listing of A$663.3 million (US$470.3m). Corporate partner and co-head of equity capital markets team Robert Pick led the transaction.

Clayton Utz has acted for Evans and Partners and National Australia Bank, as joint arrangers and joint lead managers, and ANZ, as joint lead manager, in respect of Australian Unity’s offer of Series B Australian Unity Bonds to raise approximately A$200 million (US$141.8m). The offer represents the first in Australia under the simple corporate bonds regime introduced in 2014. Under the offer, Australian Unity is offering interest paying, unsubordinated and unsecured bonds with a face value of A$100 (US$70.92) each, which mature on 15 December 2020. The bonds are expected to be listed on the ASX from mid-December 2015. Australian Unity is a national healthcare, financial services and retirement living organisation providing services to around 850,000 customers, including 300,000 members nationwide. Corporate partner Brendan Groves led the transaction which was announced on 9 November 2015.

Davis Polk has advised China International Capital Corp Ltd (CICC) in respect of its IPO and listing on the Main Board of the HKSE and a Rule 144A/Regulation S international offering. Net proceeds from the global offering are estimated to be approximately HK$5.48 billion (US$707m) prior to any exercise of the over-allotment option. CICC is a premier China-based investment bank with international reach. As the first joint-venture investment bank in the PRC and a pioneer in adopting international best practices with a thorough understanding of the Chinese market, CICC quickly became a flagship investment bank in China. Headquartered in Beijing, CICC has set up several subsidiaries in mainland China, securities branches in 18 mainland cities, and subsidiaries in Hong Kong, New York, London and Singapore. Partners Bonnie Y Chan, Antony Dapiran and Li He, supported by partners John D Paton and Gregory S Rowland, led the transaction.

Davis Polk has also advised Sumitomo Mitsui Trust Bank Ltd in respect of the establishment of a US$5 billion guaranteed secured obligation programme arranged by Goldman Sachs International, pursuant to which SumitG Guaranteed Secured Obligation Issuer DAC, an Irish SPV, may issue bonds guaranteed by Sumitomo and The Goldman Sachs Group Inc and secured by a pool of eligible fixed income assets held by the issuer. The firm also advised Sumitomo on the Rule 144A/Regulation S offering of US$500 million 2.251 percent guaranteed secured bonds due 2020 under the program. The bonds are listed on the Irish Stock Exchange. The program offers an innovative synthetic covered bond structure involving Japanese and other underlying mortgage assets and other collateral. Sumitomo is the largest Japanese trust bank in terms of total trust account assets and forms the core of the Sumitomo Mitsui Trust Group. It is a subsidiary of Sumitomo Mitsui Trust Holdings Inc, which is listed on the Tokyo Stock Exchange. Partners Eugene C Gregor and John D Paton led the transaction.

J Sagar Associates has advised Mubble Networks Private Ltd in respect of investments made by Accel Partners and Nandan Nilekani. The transaction involved a Series ‘A’ funding by the investors towards a fresh issuance of shares in Mubble, a company which develops mobile internet products and services. Partners Sajai Singh and Tony Verghese led the transaction. Accel Partners was advised by Indus Law led by partner Srinivas Katta whilst Nandan Nilekani was advised by Avigna Law led by partner Kshama Ravikumar.

J Sagar Associates has also advised InterGlobe Aviation Ltd, the company that runs the low cost carrier ‘IndiGo’, and some selling shareholders in respect of its INR30 billion (US$454.8m) IPO comprising of a fresh issue of equity shares aggregating to INR12.72 billion (US$192.85m) and an offer for sale of equity shares by certain selling shareholders aggregating to INR17.36 billion (US$263.2m). IndiGo’s IPO is the first successful listing in the aviation sector after Jet Airways’ IPO in 2005 and is also India’s biggest IPO since December 2012. The overall issue was over-subscribed approximately six times whilst the institutional category was over-subscribed over 15 times. Partners Rohitashwa Prasad, Somasekhar Sundaresan and Lalit Kumar led the transaction. AZB & Partners and Latham & Watkins acted as domestic and international counsel, respectively, to the underwriters. Khaitan & Co advised some other selling shareholders.

Khaitan & Co has advised Rakesh Gangwal, Shobha Gangwal, Dr Asha Mukherjee and The Chinkerpoo Family Trust as the selling shareholders in respect of the approximately US$451 million IPO of InterGlobe Aviation Ltd, a leader in aviation, hospitality and travel-related services. InterGlobe Aviation runs the no-frills carrier IndiGo. Executive Director Sudhir Bassi, partners Haigreve Khaitan and Abhimanyu Bhattacharya and associate partner Anuj Sah, assisted by partner Sanjay Sanghvi, led the transaction.

Khaitan & Co has also advised Mankind Pharma Ltd in respect of the exit by Chrys Capital, through its investment entity Monet Ltd Mauritius, from Mankind Pharma by transfer of 10.77 percent equity shares to the Capital Group (acquiring through its investment entities Cairnhill CIPEF Ltd and Cairnhill CGPE Ltd) for approximately US$179.6 million. Mankind Pharma is one of the top five leading pharmaceutical companies in India. Partner Joyjyoti Misra led the transaction.

Kirkland & Ellis is representing Wenzhou Kangning Hospital Co Ltd, the largest private psychiatric healthcare group in China by revenue in 2014, in respect of its IPO on the HKSE. Citigroup Global Markets Asia Ltd and CITIC CLSA Capital Markets Ltd are the joint global coordinators. The high end of the proposed offer price for Wenzhou Kangning global offering is set at HK$38.70 (US$4.99) per share for a total offering size of approximately HK$681 million (US$87.86m), without taking into account any exercise of the over-allotment option. The Hong Kong public offering commenced on 10 November 2015 and listing is scheduled to take place on 20 November 2015. Hong Kong capital markets partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Stephanie Lau and Peng Qi are leading the transaction.

Kirkland & Ellis is also representing Sankaty Advisors LLC, the credit affiliate of Bain Capital LLC, in respect of certain financing aspects of its acquisition of GE Capital’s commercial lending and leasing portfolios in Australia and New Zealand. The transaction, which is expected to close by the end of the year, was announced on 9 November 2015. The portfolio has in excess of A$2 billion (US$1.4b) of exposure to five different asset pools, including debtor finance, corporate aviation finance, leveraged finance, equipment finance and asset-backed lending. Debt finance partners Ashley Young and Daniel Abercromby led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Future Land Development Ltd in respect of the issuance of US$250 million 6.25 percent senior notes due 2017. The notes will be listed on the SGX-ST. Future Land is a leading property developer in the Yangtze River Delta in China. Partner John Trehey led the transaction whilst Shearman & Sterling acted as US and Hong Kong counsel. Paul Hastings acted as US counsel to JP Morgan Securities, BOCI Asia Ltd, Merrill Lynch International, Guotai Junan Securities and HSBC as the initial purchasers.

Rajah & Tann has advised United Overseas Bank Ltd as the sponsor and issue manager, joint underwriter and joint placement agent in respect of the IPO and listing of shares of Jumbo Group Ltd on the Catalist Board of the SGX-ST. UOB Kay Hian Private Ltd acted as joint underwriter and joint placement agent. Jumbo Group was successfully listed on the Catalist on 9 November 2015. Jumbo Group is one of Singapore’s leading multi-dining concept food & beverage (F&B) establishments with 14 F&B outlets in Singapore and two F&B outlets in the PRC. It also manages a Singapore Seafood Republic outlet and a Yoshimaru Ramen Bar outlet in Singapore which are effectively owned by its associated companies. Further, it holds investment in one and is paid licensing fees in four Singapore Seafood Republic outlets located in Japan, through its associated company. Partners Howard Cheam and Teo Yi Jing led the transaction which was valued at approximately S$40.1 million (US$28.2m) and was completed on 9 November 2015.

Shook Lin & Bok is acting for Morgan Stanley Asia (Singapore) Pte and DBS Bank Ltd as the joint financial advisers to CB Medical Holdings Ltd (CBMHL) in respect of the proposed amalgamation between Biosensors International Group Ltd (BIG) and CBMHL, a substantial shareholder of BIG, for approximately S$1.48 billion (US$1b). Partners David Chong and Dayne Ho are leading the transaction.

WongPartnership is acting for the consortium of Hyflux Ltd and Mitsubishi Heavy Industries in respect of the successful bid for a Public Private Partnership project with the National Environment Agency of Singapore (NEA) to design, build, own and operate a waste-to-energy (WTE) plant at Tuas South Avenue 3 Singapore under a Design-Build-Own-Operate scheme, and the proposed joint venture by the consortium to develop the WTE plant and to provide WTE services exclusively to the NEA for a period of 25 years from 2019 to 2044. Partners Mark Choy, Tan Sue-Lynn, Susan Wong, Felix Lee, Dorothy Marie Ng, Bonnie Wong, Tay Peng Cheng and Linda Low are leading the transaction.

WongPartnership has also acted as Singapore counsel for a TPG Capital-led consortium, which includes Hong Kong private equity firm PAG Asia Capital and Canada’s Ontario Teachers’ Pension Plan, in respect of the acquisition of Cushman & Wakefield by DTZ, the consortium’s portfolio company, for approximately US$2 billion. Partners Andrew Ang and Milton Toon led the transaction.